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Contract 34069
CITY SECRETARY MQTC7ROLA CONTRACT NO. intelligence everywhere" TRUNKED SYSTEM MANAGEMENT UPGRADE TO GENWATCH 3 COMMANDER COMMUNICATIONS SYSTEM AGREEMENT CITY OF FORT WORTH, TX REVISION HISTORY: 08-02-06 1 JP Initial Release 09-07-06 2 JP Draft incorporating changes from FW 09-07-06 3 JP Draft incorporating FW requested changes 09-21-06 4 JP City changes accepted i ri514 City of Fort Worth,Texas Trunked System Management Project ��u L usr 1�� City of Fort Worth, Texas Trunked System Management COMMUNICATION SYSTEM AGREEMENT City of Fort Worth, Texas Trunked System Management Proiect Motorola, Inc., a Delaware corporation ("Motorola"), and the City of Fort Worth, Texas, a municipal corporation organized under the laws of the state of Texas and situated in Tarrant, Denton, and Wise counties, Texas ("Customer or the City") enter into this Communications System Agreement (the "Agreement" or "Communications System Agreement'), effective as of the last date signed below (the "Effective Date"), pursuant to which Customer will purchase and Motorola will provide Customer with a Communications System to include a GenWatch 3 Commander trunked system management bundle, radio modems, RIM IIs, and specified antenna system equipment. Section 1 EXHIBITS The Exhibits below are hereby incorporated into and made a part of this Agreement. In interpreting this Agreement and resolving any ambiguities, the main body of this Agreement will take precedence over the Exhibits and any inconsistency between the Exhibits will be resolved in the order in which the Exhibits appear below. Exhibit A Motorola Software License Agreement Exhibit B Payment Terms Exhibit C Technical and Implementation Documents C-1 Equipment List C-2 System Description and Statement of Work, Including Acceptance Test Plan and Project Schedule Exhibit D System Acceptance Certificate Section 2 DEFINITIONS Capitalized terms used in this Agreement and not otherwise defined within the Agreement have the following meanings: "Communications System" or "System" is the communications system described in Exhibit C, including, but not limited to, the Equipment, Software and all services described in the, Statement of Work, Acceptance Test Plan and Equipment List. "Equipment" is the equipment specified in the Equipment Lists "Motorola Software" is software whose copyright is owned by Motorola. ® ^1070RQLA Page 2 Motorola Confidential Proprietary August 2,2006 City of Fort Worth, Texas Trunked System Management "Non-Motorola Software" is software whose copyright is owned by a party other than Motorola. "Software" includes Motorola and any Non-Motorola Software that may be furnished with the Communications System. Section 3 SCOPE OF AGREEMENT A. SCOPE OF WORK. Motorola will assemble and integrate the Equipment and Software, and deliver, install and test the Communications System at designated sites, as specified in Exhibit C and in accordance with this Agreement and, specifically, with the Project Timeline and Implementation Schedule, as specified in C-2, and the Payment Terms, as specified in Exhibit B. Customer will perform its responsibilities as specified in Exhibit C and in accordance with this Agreement. Motorola shall perform all work described in and pursuant to this Agreement in a professional manner and in conformance to professional standards. B. CHANGE ORDERS. Either party may request changes within the general scope of this Agreement. If a requested change causes an increase or decrease in the cost of or time required for the performance of this Agreement, Motorola and Customer will agree to an equitable adjustment in the Agreement price or performance schedule, or both; provided, however, that if Motorola requests the change and Customer consents, such change shall not result in or create any delay in any milestone set forth in the Project Schedule set forth in C-2 unless otherwise specifically agreed to in writing by Customer. Motorola is not obligated to comply with requested changes unless and until both parties execute a written change order. Changes that increase Customer's costs under this Agreement by more than $25,000.00 must be approved by Customer's City Council prior to execution of a written change order. C. ADDITIONAL PRODUCTS. For one (1) year after the date of Final System Acceptance, Customer may purchase additional Equipment as add-ons to the Communications System ("Add-on Equipment"). If Customer and Motorola have agreed to a convention for processing electronic data interchange ("EDI") transactions, purchase orders may be transmitted electronically. Each purchase order must specifically refer to this Agreement and will be an offer by Customer subject to Motorola's acceptance. Except for pricing and delivery terms, which must be stated on the purchase order, Customer and Motorola agree that the applicable terms of this Agreement will be the only terms and conditions that govern the purchase and sale of products identified on such purchase orders. Customer and Motorola agree that the procedure for payment of all additional products so purchased will be in accordance with the procedure set forth in Section 5 this Agreement. D. MAINTENANCE SERVICE. After the first year following expiration of the Warranty Period, Customer may purchase maintenance services and software support for the MIDTC114OLA Page 3 Motorola co r X743 Trroprietwy -\ August 2,2006 (t IL,rIn 5j�� City of Fort Worth, Texas Trunked System Management Communications System pursuant to a separately executed service agreement and software subscription agreement between Motorola and Customer. E. MOTOROLA SOFTWARE. Any Motorola Software furnished will be licensed to Customer solely according to the terms and restrictions of the Software License Agreement attached as Exhibit A. Customer hereby accepts all of the terms and restrictions of the Software License Agreements as negotiated between Motorola and the City of Fort Worth. F. NON-MOTOROLA SOFTWARE. Non-Motorola Software furnished by Motorola will be subject to the terms and restrictions of its copyright owner unless such copyright owner has granted to Motorola the right to sublicense such Non-Motorola Software, in which case the Software License Agreement (including any addendum to satisfy such copyright owner's requirements) shall apply; provided, however, that nothing in this Section 3.F, the Software License Agreement or any restrictions or requirements of copyright owners of Non-Motorola Software shall be deemed or construed to limit or restrict in any way the System Functionality Warranty provided by Motorola in accordance with Section 8.13 of this Agreement. G. PROJECT MANAGEMENT. No project management is included in this project. Section 4 PERFORMANCE SCHEDULE A. Motorola and Customer agree to perform their responsibilities in accordance with the Statement of Work and the Project Timeline and Implementation Schedule. Payments are to be activity based / related, not cumulative time based / related. If payments are tied to deliverables, if the deliverable moves so does the payment. B. By executing this Agreement, Customer authorizes Motorola to proceed with the manufacture, assembly, integration, delivery, installation, and testing of the Communications System. No further notice to proceed, purchase order, authorization, resolution, or any other action will be required unless required by applicable laws or ordinances. Section 5 PAYMENT SCHEDULE A. The total contract price for all equipment, software and services provided under this Agreement is not to exceed $164,240, for which Customer agrees to make payments in accordance with the Payment Terms in Exhibit B. B. Freight charges for all Equipment, software and any and all other products and supplies provided hereunder are included in the Contract Price. All material to be shipped FOB Destination. C. Notwithstanding anything to the contrary in this Agreement, Motorola understands that Customer has appropriated no more than $164,240 for purposes of the ® MOTp1ROLA Page 4 MotorolaCon/ideruAu August 2,elar6 ,«gust',2006 ...II, .�wI7,t� I'yH111 SIULL�.a City of Fort Worth, Texas Trunked System Management manufacture, assembly, integration, delivery, installation and testing of the Communications System and all other work or services provided by Motorola or its subcontractors under this Agreement. Motorola understands and agrees that Customer shall not be liable to Motorola or any of its subcontractors for any sums in excess of such amount unless Customer's City Council first approves and appropriates sums in excess of such amount, in which case such additional sums shall also be included as part of the Contract Price as defined and interpreted in this Agreement. D. All invoices from Motorola shall be submitted to Customer's Project Manager or, in his or her absence, the Director of Customer's IT Solutions Department. Customer shall pay invoices for services and deliverables received and approved by Customer within thirty (30) days of receipt. If Customer has any questions or disputes regarding such invoices, Motorola shall make Motorola personnel available as needed to answer or resolve such, and Customer shall be allowed additional time to pay the questioned or disputed portion of those invoices. Section 6 TRAINING No training is included in this project, except as noted in the Statement of Work. Section 7 FINAL SYSTEM ACCEPTANCE A. Motorola will perform tests of various components of the Communications System and a final test of the fully integrated Communications System in accordance with the Statements of Work/Acceptance Test Plans. Acceptance of the Communications System will occur upon the successful completion of such final testing of the System. "System Acceptance"). Customer shall not unreasonably delay System Acceptance. Both parties will execute certificates of acceptance as the installation milestones are completed. Motorola agrees to notify Customer when Motorola is ready to conduct acceptance testing, in accordance with the Statement of Work. Motorola and Customer agree to commence acceptance testing within ten (10) business days after receiving such notification, subject to resource availability for both Motorola and the City, the testing may be delayed for up to an additional ten (10) business days. Section 8 WARRANTY A. WARRANTY PERIOD. Upon System Acceptance, the System Functionality representation described below is fulfilled. The Equipment and Motorola Software is warranted for a period of one (1) year after System Acceptance ("Warranty Period") in accordance with the applicable limited warranties shown below. Customer must notify Motorola in writing if Equipment or software does not conform to these warranties no later than one month after the expiration of the Warranty Period. is Nya. A Page S Motorola Confidential Proprietary August 2,2006 City of Fort Worth, Texas Trunked System Management B. SYSTEM FUNCTIONALITY WARRANTY. Motorola represents that the Communications System will satisfy the functional requirements in Exhibit C. Upon System Acceptance, this System Functionality representation is fulfilled. After System Acceptance, the Equipment Warranty set forth below and the Software Warranty set forth in the Software License Agreement will apply in accordance with their terms and conditions. Motorola will not be responsible for performance deficiencies of the System caused by ancillary equipment not furnished or specified for use by Motorola or another party in accordance with the provisions of this Agreement that is attached to or used in connection with the System provided hereunder. Additionally, Motorola will not be responsible for System performance where the functionality is reduced for reasons beyond Motorola's control including but not limited to i) an earthquake, adverse atmospheric conditions or other natural causes; ii) the construction of a building that adversely affects the microwave path reliability or Radio Frequency (RF) coverage; iii) the addition of additional frequencies at System sites that cause RF interference or intermodulation; iv) Customer changes to load usage and/or configuration outside the parameters specified in Exhibit C; v) any other act outside the scope of the ordinary use of the Communications System by parties who are beyond Motorola's control, including Customer or its employees, contractors, consultants or agents. C. EQUIPMENT WARRANTY. Motorola warrants the Equipment against material defects in material and workmanship under normal use and service during the Warranty Period. The Warranty Period for non-Motorola manufactured Equipment will be stated in this section. At no additional charge and at its option, Motorola will either repair the defective Equipment, replace the defective Equipment with the same or equivalent Equipment acceptable to Customer or refund the purchase price of the defective Equipment, and such action on the part of Motorola will be the full extent of Motorola's liability hereunder. Repaired or replaced Equipment is warranted for the balance of the Warranty Period. All replaced parts of the Equipment shall become the property of Motorola. THIS WARRANTY DOES NOT APPLY TO a) Defects or damage resulting from use of the Equipment in other than its normal and customary manner. b) Defects or damage occurring from misuse, accident, water, or neglect. c) Defects or damage occurring from testing, operation, maintenance (except first line/front line echelon maintenance provided by Customer), installation, alteration, modification, or adjustment not (i) provided by Motorola pursuant to ® OFOYCOOCK A Page 6 Motorola Confidential Proprietary August 2,2006 City of Fort Worth,Texas Trunked System Management this Communications System Agreement or (ii) otherwise authorized in writing by Motorola. d) Breakage or damage to antennas unless caused directly by defects in material or workmanship. e) Equipment that has been subjected to unauthorized Equipment modifications, disassembly or repairs (including the addition to the Equipment of non-Motorola supplied equipment if not authorized by Motorola) which adversely affect performance of the Equipment or interfere with Motorola's normal warranty inspection and testing of the Equipment to verify any warranty claim. f) Equipment that has had the serial number removed or made illegible. g) Batteries that carry a separate limited warranty. h) Equipment which, due to illegal or unauthorized alteration of the software/firmware in the Equipment, does not function in accordance with Motorola's published specifications or with the FCC type acceptance labeling in effect for the Equipment at the time the Equipment was initially distributed from Motorola. i) Scratches or other cosmetic damage to Equipment surfaces that does not affect the operation of the Equipment. j) Software (which is covered by the Software License Agreement). k) Normal and customary wear and tear. 1) On site response, except where it pertains to specific new equipment, that is purchased as part of this Agreement. m) After hours warranty support. n) Systems diagnostics or response is not included as part of this Agreement. o) Any services requested that do not pertain to specific equipment that is part of this Agreement, will be billed at prevailing time and material rates. D. MOTOROLA SOFTWARE WARRANTY. Motorola Software is warranted in accordance with the terms of the Software License Agreement attached as Exhibit A. L v -ki ® MOTOROLA Page 7 Motorola Confidential Proprietary z August Z 2006 City of Fort Worth,Texas Trunked System Management E. These express limited warranties as set forth in this Section are extended by Motorola to the original end user purchasing or leasing the System for commercial, industrial, or governmental use only, and is not assignable or transferable. These are the complete warranties for the Equipment and Software provided pursuant to this Agreement. F. THESE WARRANTIES ARE GIVEN IN LIEU OF ALL OTHER WARRANTIES. MOTOROLA DISCLAIMS ALL OTHER WARRANTIES OR CONDITIONS, EXPRESS OR IMPLIED, INCLUDING THE IMPLIED WARRANTIES OR CONDITIONS OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE. Section 9 DELAYS A. Successful project implementation will require cooperation and fairness between the parties. Because it is impractical to provide for every contingency that may arise during the course of performance of this Agreement, the parties agree to notify the other in writing if they become aware that any condition will significantly delay performance. The parties will agree to reasonable extensions of the project schedule by executing a written change order that may, or may not, have a financial impact. B. Under no circumstances will either party be responsible for delays or lack of performance resulting from events beyond the reasonable control of that party ("Excusable Delays"). Such events include, but are not limited to, acts of God, weather conditions, compliance with laws and regulations (excluding Customer's failure to properly and timely apply for all required FCC licenses), governmental action, bid protests, fire, strikes, lock-outs, and other labor disruptions, material shortages, riots, acts of war, and an Excusable Delay of a Motorola subcontractor. C. Customer will make available to Motorola the sites when scheduled and Customer will not otherwise unreasonably delay or prevent Motorola's performance of its responsibilities. In the event of a Customer delay during the time of shipment, Motorola may ship the equipment as scheduled to a location as designated by the Customer or if no such location is designated, a Motorola designated storage facility. Motorola shall not ship equipment until advised by the City that the site is ready. If either party materially delays performance under this Agreement, Motorola and Customer shall discuss the reasons for the particular delay and negotiate in good faith a solution to address such delay and will execute a written change order that may, or may not, have a financial impact, if appropriate. Section 10 DEFAULT A. If Motorola fails to complete delivery, installation or acceptance testing in accordance with this Agreement, Customer may consider Motorola to be in default, unless an Excusable Delay has caused such failure. Customer agrees to give Motorola written notice of such default. Motorola will have thirty (30) calendar days A�O�ROL.A Page 8 Motorola Confidential Proprietary August 2,2006 City of Fort Worth, Texas Trunked System Management from the receipt of such notice to provide a written plan of action that is acceptable to Customer to cure the default. Such written plan of action shall include milestones necessary to cure the default and timetables for achieving those milestones and shall be signed by Motorola and Customer. B. If Motorola fails to cure the default within the timetables and in accordance with the plan of action that Customer has accepted, Customer may (i) terminate any unfulfilled portion of this Agreement and, at Customer's sole option, complete the Communications System at a quality and to a capability equaling, that specified in • this Agreement through a third party or (ii) if the Communications System or any component thereof cannot be completed through a third party as provided in subsection (i) above, demand and receive specific performance by Motorola. If Customer completes the Communications System through a third party, Customer may recover all reasonable costs and expenses incurred in the course of completing the Communications System to a capability not exceeding that specified in the Agreement, less the unpaid portion of the Contract Price. Customer agrees to use its best efforts to mitigate such costs. Motorola's liability under this Section is subject to the limitations of the Section entitled Limitation of Liability of this Agreement. Section 11 LIABILITY AND INDEMNIFICATION A. GENERAL LIABILITY AND INDEMNITY. MOTOROLA SHALL BE RESPONSIBLE FOR ANY AND ALL PROPERTY LOSS OR DAMAGE AND/OR PERSONAL INJURY, INCLUDING DEATH, TO ANY AND ALL PERSONS, OF ANY KIND OR CHARACTER, WHETHER REAL OR ASSERTED, TO THE EXTENT CAUSED BY THE NEGLIGENT ACT(S) OR OMISSION(S) OR INTENTIONAL MISCONDUCT OF MOTOROLA, ITS OFFICERS, AGENTS, SERVANTS, EMPLOYEES, AND/OR SUBCONTRACTORS, IN THE PERFORMANCE OF OR RELATED TO THE PERFORMANCE OF THIS AGREEMENT. IN ADDITION, MOTOROLA SHALL DEFEND, INDEMNIFY AND HOLD CUSTOMER HARMLESS FROM AND AGAINST ANY AND ALL LAWSUITS, CLAIMS, ACTIONS, DEMAND, LIABILITIES OR OTHER COSTS AND EXPENSES WHICH MAY ACCRUE AGAINST CUSTOMER TO THE EXTENT THAT THE SAME ARE CAUSED BY THE NEGLIGENT ACT(S) OR OMISSION(S) OR INTENTIONAL MISCONDUCT OF MOTOROLA, ITS OFFICERS, AGENTS, SERVANTS, EMPLOYEES, AND/OR SUBCONTRACTORS. THE TERMS, CONDITIONS AND PROVISIONS OF THIS PARAGRAPH SHALL SURVIVE THE EXPIRATION OR TERMINATION OF THIS AGREEMENT. B. PATENT AND COPYRIGHT INFRINGEMENT. Motorola will defend, at its own expense, any suit brought against the Customer to the extent that it is based on a claim that the Equipment or Motorola Software infringes a patent or copyright, and Motorola will pay those costs and damages finally awarded against the Customer in any such suit which are attributable to any such claim, but such defense an payments are conditioned on the following: i) Motorola must be notifiedpro}rmptly in;b �V ® MOTOROLA Page 9 Motorola Con Y. August 2,2006 City of Fort Worth, Texas Trunked System Management writing by Customer of any notice of such claim; ii) Motorola will have sole control of the defense of such suit and all negotiations for its settlement or compromise; and iii) should the Equipment or Motorola Software become, or in Motorola's opinion be likely to become, the subject of a claim of infringement of a United States patent or copyright, Customer will permit Motorola, at its option and expense, either to procure for Customer the right to continue using the Equipment or Motorola Software or to replace or modify the same so that it becomes non-infringing. In addition, at Customer's sole option and directive, Motorola shall grant Customer a credit for the Equipment or Motorola Software as depreciated and accept its return. The depreciation amount will be based upon generally accepted accounting standards for such Equipment and Software. MOTOROLA WILL HAVE NO LIABILITY WITH RESPECT TO ANY CLAIM OF PATENT OR COPYRIGHT INFRINGEMENT TO THE EXTENT THAT SUCH CLAIM IS BASED UPON A PATENT OR COPYRIGHT INFRINGEMENT ARISING DIRECTLY BECAUSE OF A COMBINATION OF THE EQUIPMENT OR MOTOROLA SOFTWARE FURNISHED HEREUNDER WITH SOFTWARE, APPARATUS OR DEVICES NOT FURNISHED OR SPECIFIED BY MOTOROLA HEREUNDER, NOR WILL MOTOROLA HAVE ANY LIABILITY FOR THE USE OF ANCILLARY EQUIPMENT OR SOFTWARE NOT FURNISHED OR SPECIFIED BY MOTOROLA AND WHICH IS ATTACHED TO OR USED IN CONNECTION WITH THE EQUIPMENT. Section 12 DISPUTES A. Motorola and Customer will attempt to settle any claim or controversy arising from this Agreement through consultation and negotiation in good faith and a spirit of mutual cooperation. If those attempts fail, the dispute may be mediated by a mediator chosen jointly by Motorola and Customer within thirty (30) business days after notice by one of the parties requesting non-binding mediation. If both parties consent to mediation, Motorola and Customer will share the cost of the mediation equally. The parties may postpone mediation until they have completed some specified but limited discovery about the dispute. The parties may also replace mediation with some other form of non-binding alternate dispute resolution ("ADR") procedure. Any mediation, ADR procedure or other negotiations or meetings pertaining to a claim, controversy or problem arising under this Agreement shall be held at a location in Fort Worth, Tarrant County, Texas. B. Any dispute that cannot be resolved between the parties through negotiation or mediation within two (2) months after the date of the initial request for non-binding mediation may then be submitted by either party to a court of competent jurisdiction in accordance with Section 16.J of this Agreement. Each party consents to jurisdiction over it by such a court. The use of any ADR procedures will not be considered under the doctrine of laches, waiver, or estoppel to affect adversely the rights of either party. Either party may resort to the judicial proceedings described in this paragraph prior to the expiration of the two-month ADR period if (a) good faith efforts to attempt resolution of the dispute under these procedures have been ® Page 10 Motorola Confidential Proprietary August 2,2006 City of Fort Worth, Texas Trunked System Management unsuccessful or (b) interim relief from the court is necessary to prevent serious and irreparable injury to such party or any of its affiliates, agents, employees, customers, suppliers, or subcontractors. Section 13 LIMITATION OF LIABILITY Except for personal injury or death, Motorola's total liability to Customer for claims or damages asserted by Customer, whether for breach of contract, warranty, negligence, strict liability in tort, indemnification, or otherwise, will be limited to the total Contract Price. IN NO EVENT WILL MOTOROLA BE LIABLE FOR ANY LOSS OF USE, LOSS OF TIME, INCONVENIENCE, COMMERCIAL LOSS, LOST PROFITS OR SAVINGS, OR OTHER SPECIAL, INCIDENTAL OR CONSEQUENTIAL DAMAGES IN ANY WAY RELATED TO OR ARISING FROM THIS AGREEMENT, THE SALE OR USE OF THE EQUIPMENT, OR THE PERFORMANCE OF SERVICES BY MOTOROLA PURSUANT TO THIS AGREEMENT. This Limitation of Liability will survive the expiration or termination of this Agreement. Section 14 INSURANCE From the Effective Date of this Agreement until Final System Acceptance, Motorola shall maintain, in full force and effect, a policy or policies of insurance as specified in this Section 14 to cover risks related to Motorola's scope of work under this Agreement. At a minimum, Motorola shall provide coverage of the types and at the limits specified herein: • Commercial General Liability: $1,000,000.00 per occurrence; $2,000,000 annual aggregate; • Business Automobile Liability: $1,000,000 combined single limit • Worker's Compensation: Applicable Statutory Limits The insurers for all policies must be approved to do business in the State of Texas. Certificates of Insurance provided by Motorola under this Agreement shall (i) list Customer as an additional insured and (ii) provide that the respective policy shall not be canceled, limited in scope or coverage, or non-renewed until after thirty (30) days prior written notice has been give to the Risk Manager, City of Fort Worth, 1000 Throckmorton Street, Fort Worth, Texas 76102. Motorola shall provide Customer with a copy of its Certificate(s) of Insurance prior to the effective date of this Agreement. Section 15 TERMINATION Customer may terminate this Agreement, in whole or in part, at any time and for any reason following at least thirty (30) calendar days' advance written notice to Motorola. Customer shall pay Motorola for (i) all Equipment provided and services and other work performed by Motorola v MOrOMOL A Page 11 Motorola Confidential Proprietary August 2,2006 City of Fort Worth, Texas Trunked System Management through the effective date of termination; (ii) actual and reasonable expenses incurred by Motorola in the removal of installation and test equipment from Customer's premises; and (iii) any actual and reasonable costs which may be borne by Motorola in the early and abrupt termination for convenience of subcontracts, provided that Customer has approved in writing the provisions of such subcontracts that relate to termination by Motorola or liquidated damages or other financial obligations of Motorola due to termination by Motorola, which approval shall not unreasonably be withheld. Section 16 GENERAL A. TITLE AND RISK OF LOSS. Title to respective Equipment will pass to Customer upon delivery to Customer's facilities as directed by Customer. Full risk of loss, however, shall not pass to Customer until completion of the Installation of Equipment Milestone set forth in Exhibit C provided, however, that after delivery of Equipment to Customer's facilities but before payment by Customer to Motorola for that Equipment, Customer shall be responsible for any losses or damages to Equipment to the extent that such are directly caused by the negligent act(s) or omission(s) or intentional misconduct of Customer, its officers, agents, servants and/or employees. Title to Software will not pass to Customer at any time. B. TAXES. The purchase price does not include any amount for federal, state, or local excise, sales, lease, service, rental, use, property, occupation, or other taxes, all of which (other than federal, state, and local taxes based on Motorola's income or net worth) will be paid by Customer except as exempt by law. C. CONFIDENTIAL INFORMATION. Customer and Motorola will not disclose to third parties any material or information that is identified by either party to the other as proprietary and confidential ("Confidential Information") without the other party's prior written permission unless required by law; provided, however, that Customer may disclose Confidential Information of Motorola to Customer's employees, agents, consultants and other contractors, in which case Customer shall identify to such parties the nature and obligations of Customer with respect to that Confidential Information. Notwithstanding the foregoing, Motorola understands and acknowledges that the Customer is a public entity under the laws of the State of Texas, and as such, all information held by Customer or that customer has a right of access to is subject to public disclosure under Chapter 552 of the Texas Government Code. Customer may be required to disclose information that may reveal Motorola proprietary information to third parties under the Texas Government Code or by any other legal process, law, rule or judicial order by a court of competent jurisdiction. If either Customer or Motorola is required by law to disclose such material or information, the disclosing party will notify the other party prior to such disclosure. D. DISCLAIMER OF LICENSE. Except as explicitly provided in the Motorola Software License Agreement included in Exhibit A, nothing in this Agreement will be deemed to grant, either directly or by implication, estoppel, or otherwise, any license or right ® MPCVrE *OLA Page 12 Motorola Confidential Proprietary August 2,2006 City of Fort Worth, Texas Trunked System Management under any patents, patent applications, copyrights, trade marks, trade secrets or other intellectual property of Motorola. E. ASSIGNABILITY. This Agreement may not be assigned by either party without the prior written consent of the other party except that Motorola may assign this Agreement to any of its affiliates or its right to receive payment following at least thirty (30) days' advance written notice to Customer. F WAIVER. Failure or delay by either party to exercise any right or power under this Agreement will not operate as a waiver of such right or power. G. SEVERABILITY. If any portion of this Agreement is held to be invalid or unenforceable, that provision will be considered severable and the remainder of this Agreement will remain in full force and effect as if the invalid provision were not part of this Agreement. H. HEADINGS AND SECTION REFERENCES. The headings given to the sections of this Agreement are inserted only for convenience and are not to be construed as part of this Agreement or as a limitation of the scope of the particular Section to which the heading refers. I. ENTIRE AGREEMENT. This Agreement (including the Exhibits) constitutes the entire agreement of the parties regarding the subject matter of this Agreement and supersedes all previous agreements and understandings, whether written or oral, relating to such subject matter. This Agreement may be altered, amended, or modified only by a written instrument signed by the duly authorized representatives of both parties. J. GOVERNING LAW AND VENUE. This Agreement will be governed by and construed in accordance with the laws of the State of Texas. Venue for any action arising under or related to the terms and conditions of this Agreement shall lie in state courts located in Tarrant County, Texas or in the United States District Court for the Northern District of Texas, Fort Worth Division. K. NOTICES AND CORRESPONDENCE. Notices authorized or required under this Agreement must be in writing and, along with all written correspondence, mailed via United States Mail, certified, return receipt requested, to the below addresses: City of Fort Worth Motorola, Inc. Attn: Project Manager Radio Services Division Attn: Law Department IT Communications & Infrastructure Services 6450 Sequence Drive 1000 Throckmorton San Diego, CA 92121 Fort Worth, TX 76102 ® MOrOiRO�,A Page 1.3 Motorola Confidential Proprietary August 2,2006 ii City of Fort Worth,Texas Trunked System Management As to written correspondence from one party to the other that concerns or is related to the clarification, proposed solution or any other situation requiring a written response from the other party, both Motorola and Customer shall have a maximum of ten (10) business days from receipt to respond in writing to such correspondence. If the receiving party believes that the contents of such correspondence does not conform to the requirements of this Agreement, or otherwise disagrees with such correspondence, it shall notify the sending party in writing within the above-stated ten (10) business days, defining in detail such non-acceptance. In the event that the receiving party finds the content of the correspondence in conformance to the requirements of this Agreement, it shall, within the above stated ten (10) business days, notify sending party in writing of this fact, and such notification shall constitute acceptance of the content of the correspondence delivered. Because certain Agreement deliverable documents requiring Customer's approval may require more than ten (10) business days for Customer to complete its review process, Customer may have up to thirty (30) business days to review and approve documents and manuals relating to the functional specification and administration of the System or any portion thereof. L. COPIES. Customer shall have the right to make as many copies of Motorola's written application system documentation as necessary for Customer's own internal use (including, but not limited to, any consultants or other contractors retained by Customer for assistance related to this Agreement or the Communications System) except as prohibited by copyright restriction. Customer agrees that authorized copies will contain any trade secret notice found in Motorola's original document. In addition, Customer shall have the right to make as many copies of any user manuals, technical manuals, maintenance manuals or other similar types of documents provided by Motorola under this Agreement as necessary for Customer's own internal use. Customer shall also have the right to make copies of Motorola's software programs and documentation except as may be specifically prohibited under the Software License Agreement. M. MOTOROLA SUBCONTRACTORS AND SUPPLIERS. Motorola may not subcontract with a third party for the provision of any services or materials whose value or cost exceeds $1,000.00 without the advance written consent of Customer which consent will not be unreasonably withheld. Motorola will enter into written contracts with all subcontractors that are approved by Customer, which contracts shall incorporate this Agreement for all purposes. In no event shall Customer's approval of any subcontractor of Motorola relieve Motorola of its responsibilities and obligations under this Agreement. Throughout this Agreement and all Exhibits attached hereto, references to the duties and obligations of a specific subcontractor of Motorola shall also be fully binding on and enforceable against Motorola as if Motorola itself were providing the services or supplies provided by the subcontractor. y ® Page 14 Motorola Confidential Proprietary August 2,2006 City of Fort Worth, Texas Trunked System Management N. DISASTER RECOVERY. In the event a disaster or accident beyond Customer's control impairs the operation of the System, Motorola shall use its best efforts to help Customer restore operations as quickly as possible at rates not to exceed those set forth in or calculated in accordance with those in the Service Agreement or those last paid by Customer for similar services. O. SECTIONS SURVIVING TERMINATION OR FINAL SYSTEM ACCEPTANCE. The terms and conditions of Sections 8, 10, 11, 12, 13, 16.J shall survive the termination date of and/or date of Final System Acceptance under this Agreement. P. RIGHT TO AUDIT. Motorola agrees that Customer shall, until the expiration of three (3) years after final payment under this contract, have access to and the right to examine and photocopy any directly pertinent books, documents, papers and records of Motorola involving transactions relating to this contract. Customer may send a representative to a Motorola facility during normal business hours to conduct such limited review, or at Customer's request Motorola will provide copies of the specific documents to Customer's location for its review. Motorola books and records provided to Customer pursuant to this provision shall not be used, duplicated or disclosed to any other third party without the express written permission of Motorola, unless required by law. In no circumstances will Motorola be required to create or maintain documents not kept in the ordinary course of Motorola's business operations, nor will Motorola be required to disclose any information, including but not limited to product cost data, which it considers confidential or proprietary to Motorola. Motorola agrees that Customer shall have access during normal working hours to all necessary Motorola facilities and shall be provided adequate and appropriate workspace in order to conduct audits in compliance with the provisions of this section. Customer shall give Motorola reasonable advance notice of intended audits. (a) Motorola further agrees to include in all its subcontractor agreements hereunder a provision to the effect that the subcontractor agrees that Customer shall, until the expiration of three (3) years after final payment under the subcontract, have access to and the right to examine and photocopy any directly pertinent books, documents, papers and records of such subcontractor, subject to the provisions of Paragraph P above, involving transactions to the subcontract, and further, that Customer shall have access during normal working hours to all subcontractor facilities, and shall be provided adequate and appropriate workspace, in order to conduct audits in compliance with the provisions of this article together with subsection (3) hereof. Customer shall give subcontractor reasonable advance notice of intended audits. (b) Motorola and subcontractor agree to photocopy such documents as may be requested by the City. The City agrees to reimburse Motorola and or subcontractor for the cost of copies at the rate published in the Texas Administrative Code in effect as of the time copying is performed. C,pppp:� 1^ �o 'lv'J1,:tily V{u:a A90T'OROLA Page 15 Motorola confJnm Y-] August 2,2006 City of Fort Worth,Texas Trunked System Management In witness whereof, the parties have caused duly authorized representatives to execute this Agreement in multiples on the dates set forth below. IN WITNESS WHEREOF: #, City of f ort Worth Motorola, In . By: By: Edww � .,s4 Name: V(TiGIO(Y1*qme: 1 Title: �t ����1..�Q U�ACkI 2 Title: M 9,(U_ Pils;4e A, �I r CJ ,5L1c S Date: I o l I �� Date: 1 Z. Approved s t orm and Legality: By: Assistan City Attorney M&C: P- 1041a.0 Attery'\ l By: City Secretary Cl�r J V�G�! ;i•S�V��/l� TV OK1931IR"7 NO710gpr.A Page 16 Motorola Confidential Proprietary August 2,2006 City of Fort Worth, Texas Trunked System Management EXHIBIT A SOFTWARE LICENSE AGREEMENT ® Page 17 Motorola Confidential Proprietary August 2,2006 City of Fort Worth In this Exhibit A, the term "Licensor" means Motorola, Inc., ("Motorola"); "Licensee," means the Customer; "Primary Agreement" means the Communications Systems Agreement to which this exhibit is attached; and "Agreement" means this Exhibit and the applicable terms and conditions contained in the Primary Agreement. The Parties agree as follows: Section 1 SCOPE Licensor will provide to Licensee proprietary software; or radio communications, computer, or other electronic products ("Products") containing embedded or pre-loaded proprietary software; or both. "Software" means proprietary software in object code format, and adaptations, translations, de-compilations, disassemblies, emulations, or derivative works of the software, and may contain one or more items of software owned by a third party supplier ("Third Party Software"). Product and Software documentation that specifies technical and performance features and capabilities, and the user, operation and training manuals for the Software (including all physical or electronic media upon which this information is provided) are collectively referred to as "Documentation." This Agreement contains the terms and conditions pursuant to which Licensor will license to Licensee, and Licensee may use, the Software and Documentation. Section 2 GRANT OF LICENSE 2.1 Subject to Section 1, Licensor hereby grants to Licensee a personal, non- transferable (except as permitted in Section 8 below), limited, and non-exclusive license under Licensor's applicable proprietary rights to use the Software and related Documentation for the purposes for which they were designed and in accordance with the terms and conditions of this Agreement. The license does not grant any rights to source code. Section 3 LIMITATIONS ON USE ® MOTOROLA Page 18 Motorola Confidential Proprietary M August 2,2006 City of Fort Worth 3.1. Licensee may use the Software only for Licensee's internal business purposes and only in accordance with the Documentation. Any other use of the Software is strictly prohibited. Licensee may not for any reason modify, disassemble, peel components, decompile, otherwise reverse engineer or attempt to reverse engineer, derive source code, create derivative works from, adapt, translate, merge with other software, copy, reproduce, distribute, or export any Software or permit or encourage any third party to do so, except that Licensee may make one copy of Software provided by Licensor to be used solely for archival, back-up, or disaster recovery purposes. Licensee must reproduce all copyright and trademark notices on all copies of the Software and Documentation. 3.2. Licensee may not copy onto or transfer Software installed in one Product device onto another device. Notwithstanding the preceding sentence, Licensee may temporarily transfer Software installed on one device onto another if the original device is inoperable or malfunctioning, if Licensee provides written notice to Licensor of the temporary transfer and the temporary transfer is discontinued when the original device is returned to operation. Upon Licensor's written request, Licensee must provide to Licensor a written list of all Product devices in which the Software is installed and being used by Licensee. 3.3. Concerning Motorola's Radio Service Software ("RSS"), if applicable, Licensee must purchase a copy for each location at which Licensee uses RSS. Licensee's use of RSS at an authorized location does not entitle Licensee to use or access the RSS remotely. Licensee may make one additional copy for each computer owned or controlled by Licensee at each authorized location. Upon Licensor's written request, Licensee must provide to Licensor a written list of all locations where Licensee uses or intends to use RSS. Section 4 OWNERSHIP AND TITLE Title to all copies of Software will not pass to Licensee at any time and remains vested exclusively in the copyright owner. The copyright owner owns and retains all of its proprietary rights in any form concerning the Software and Documentation, including all rights in patents, patent applications, inventions, copyrights, trade secrets, trademarks, trade names, and other intellectual properties (including any corrections, bug fixes, enhancements, updates, or modifications to or derivative works from the Software whether made by Licensor or another party, or any improvements that result from Licensor's processes or, if applicable, providing information services). Nothing in this AscrrONO&A Page 19 Motorola Confidential Proprietary August 2,2006 City of Fort Worth Agreement is intended to restrict the proprietary rights of Licensor or to grant by implication or estoppel any proprietary rights. All intellectual property developed, originated, or prepared by Licensor in connection with providing to Licensee Software, Products, Documentation, or related services remain vested exclusively in Licensor, and this Agreement does not grant to Licensee any shared development rights of intellectual property. Section 5 CONFIDENTIALITY Licensee acknowledges that the Software and Documentation contain Licensor's valuable proprietary and Confidential Information and are Licensor's trade secrets, and that the provisions in the Primary Agreement as set forth in Section 16 concerning Confidential Information apply. Section 6 LIMITED WARRANTY 6.1. The commencement date and the term of the Software warranty will be as stated in the Primary Agreement, except that the Warranty Period for LiveScan software will be 90 days; and for application Software that is provided on a per unit basis, the Warranty Period for subsequent units licensed is the remainder (if any) of the initial Warranty Period or, if the initial Warranty Period has expired, the remainder (if any) of the term of the applicable Software Maintenance and Support Agreement. 6.2. During the applicable Warranty Period, Licensor warrants that the unmodified Software, when used properly and in accordance with the Documentation and this Agreement, will be free from a reproducible defect that eliminates the functionality or successful operation of a feature critical to the primary functionality or successful operation of the Software. Whether a defect occurs will be determined solely with reference to the Documentation Licensor does not warrant that Licensee's use of the Software or Products will be uninterrupted or error-free or that the Software or the Products will meet Licensee's particular requirements. Warranty claims are described in the Primary Agreement. 6.3. LICENSOR DISCLAIMS ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING THE IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS AMV 000" Page 20 Motorola Confidential Proprietary August 2,2006 City of Fort Worth FOR A PARTICULAR PURPOSE. THE TRANSACTION COVERED BY THIS AGREEMENT IS A LICENSE AND NOT A SALE OF GOODS. Section 7 LIMITATION OF LIABILITY The Limitation of Liability is governed by Sections 11 and 13 of the Primary Agreement. Section 8 TRANSFERS Unless otherwise required by law, Licensee will not transfer Software or the related Documentation to any third party without Licensor's prior written consent. Transfer of a license may be conditioned upon the transferee paying all applicable license fees and agreeing to be bound by this Agreement. Notwithstanding the preceding sentence, if Licensee transfers ownership of radio Products to a third party, Licensee may assign its rights to use the Software (other than Radio Service Software and Motorola's FLASHport® Software) embedded in or furnished for use with those radio Products if Licensee transfers all copies of the Software and the related Documentation to the transferee, and the transferee executes a transfer form to be provided by Licensor upon request (which form obligates the transferee to be bound by this Agreement). Section 9 TERM AND TERMINATION Licensee's right to use the Software and Documentation will begin when this Agreement is mutually executed by both parties and will continue during the life of the Products in which the Software is used, unless Licensee breaches this Agreement in which case it will be terminated immediately upon notice by Licensor. Licensee acknowledges that Licensor has made a considerable investment of resources in the development, marketing, and distribution of its proprietary Software and Documentation and that reasonable and appropriate limitations on Licensee's use of the Software and Documentation are necessary for Licensor to protect its investment, trade secrets, and valuable intellectual property rights concerning the Software and Documentation, Licensee also acknowledges that its breach of this Agreement may result in irreparable harm to Licensor for which monetary damages would be inadequate. In the event of a breach of this Agreement and in addition to termination of this Agreement, Licensor will be entitled to all available remedies at law or in equity (including immediate injunctive relief and repossession of all non-embedded Software and associated Documentation ® MOTOROLA Page 21 Motorola Confidential Proprietary August 2,2006 City of Fort Worth unless Licensee is a Federal agency of the United States Government). Within thirty (30) days after termination of this Agreement, Licensee must certify in writing to • Licensor that all copies of the Software and Documentation have been returned to Licensor or destroyed and are no longer in use by Licensee. Section 10 NOTICES Notices are governed by Section 16 of the Primary Agreement. Section 11 GENERAL 11.1. COPYRIGHT NOTICES. The existence of a copyright notice on the Software will not be construed as an admission or presumption that public disclosure of the Software or any trade secrets associated with the Software has occurred. 11.2. COMPLIANCE WITH LAWS. Licensee will comply with all applicable laws and regulations, including export laws and regulations of the United States. Licensee will not, without the prior authorization of Licensor and the appropriate governmental authority of the United States, in any form export or re-export, sell or resell, ship or reship, or divert, through direct or indirect means, any item or technical data or direct or indirect products sold or otherwise furnished to any person within any territory for which the United States Government or any of its agencies, at the time of the action, requires an export license or other governmental approval. Violation of this provision will be a material breach of this Agreement, permitting immediate termination by Licensor. 11.3. ASSIGNMENTS. Licensor may assign any of its rights or subcontract any of its obligations under this Agreement, or encumber or sell any of its rights in any Software, upon prior written notice to Licensee. 11.4. GOVERNING LAW / VENUE. This Agreement will be governed by the laws of the state of Texas and the laws of the United States to the extent that they apply. Venue for any action arising under or related to the terms of and conditions of this Agreement shall lie in the state courts located in Tarrant County, Texas or in the United States District Court for the Northern District of Texas, Fort Worth Division. ® mvro"QLA Page 22 Motorola Confidential Proprietary August 2,2006 City of Fort Worth �__. . me all OILA Page 23 Motorola Confidential Proprietary August Z 2006 City of Fort Worth EXHIBIT B Payment Milestones Equipment: Net 30 days upon delivery($116, 926) Services: Net 30 days upon completion ($47,314) A"'! "LA Page 24 Motorola confrdentiai Proprietary August Z 2006 City of Fort Worth EXHIBIT C-1 Equipment List Qty Model Number Description w Public Safety System 1 DSGW3HKUN4040 Commander Host Bundle 2 HKUM4033 800 MHZ RF Modem 2 HPN4008 Power Supply 2 HLN6405 Desk Tray 2 TRN7962 RIM Il WITH CABLE 2 TDF6481 Unity Gain Omni Antenna 300 L1705 1/2"LDF Heliax 2 RRX4039A Coax Surge Suppressor Lot Miscellaneous Connectors,hardware,jumpers,etc. Local Government System 1 DSGW3HKUN4040 Commander Host Bundle 2 HKUM4033 800 MHZ RF Modem 2 HPN4008 Power Supply 2 HLN6405 Desk Tray 2 TRN7962 RIM 11 WITH CABLE 2 TDF6481 Unity Gain Omni Antenna 300 L1705 1/2"LDF Heliax 2 RRX4039A Coax Surge Suppressor Lot Miscellaneous Connectors,hardware,jumpers,etc. M0 no 06A Page 25 Motorola Confidential Proprietary August 2,2006 City of Fort Worth EXHIBIT C-2 System Description/Statement of Work Overview RF Modems—As requested, four new RF modems are included however the existing units can be used if desired. The new modems utilize the MCS 2000 mobile This project consists of replacing the hardware platform. existing Smartnet SIMS II terminals located at the Electronics Shop. This equipment will be replaced with Genwatch 3 Commander Host Terminals. This is the Antenna Network — As requested, certified replacement for the SIMS equipment to replace the 4 existing RF equipment. In addition, this project also modem antennas has been included. This includes the replacement of the RIMs, RF consists of Celwave Model 10022-1 unity modems, antennas, and lines. This gain, omni antennas, Polyphasor Model equipment will be installed at the City ISB50HNC2MA bulk head mount surge Electronics Shop. suppressors, and a total of 600' '/" LDF coax. This is the same product and will function as demonstrated during testing on July 25 Computer Specifications at the City Electronics Shop. All necessary computer hardware is Equipment included in the Genwatch 3 Commander package. This comes as a complete package with no option to delete the hardware. For your information please Genwatch Host Bundles—Two Genwatch refer to Appendix 2 for computer bundles are included. One is for the local specifications. government system and the other is for the public safety system. Refer to Appendix 1 for a list of included options and features. Computer hardware is CAD Interface included. The Genwatch CAD interface emulates the SIMS protocol. This was RIM 11 Devices — As requested, four new demonstrated during testing on July 25. RIM devices are included however the Refer to Appendix 3 for more details on existing units can be used if desired. the Genwatch CADI. Data Circuit and LAN Requirements AIMPINVOLA® Page 26 Motorola Confidential Proprietary August 2,2006 City of Fort Worth 2. Provide necessary AC power for all proposed equipment. Data circuits from each Genwatch to the 3. Provide required dedicated or dial-up circuits associated prime site controllers will be and associated equipment for Genwatch SMT required for the system management controller access. connection. The existing circuits currently 4. Provide demarc point for SMT circuits. in place for the SIMS terminals can be 5. Provide CAD interface and demarc point. reused. The City of Fort Worth will be 6. Provide ground point to connect grounds for 4 responsible for providing these circuits coax, bulkhead mount surge suppressors. _ along with all necessary hardware. 7. Remove and decommission SIMS terminals. Motorola RF Modems & RIM II Devices 1. Supply and install 4 omni-directional control station antennas on tower outside building. 2. Supply and install 4 runs of/" LDF cable The existing RF modems, RIM devices, between network management room and antennas, and lines can be reused with antenna tower. (150' each run) Genwatch. However, new devices and 3. Supply and install all necessary coax antenna network components have been connectors, ground clamps, cable supports, included in this proposal. jumpers, etc. to complete installation. 4. Supply and install 4 coax line surge suppressors. 5. Supply and install 4 RF modems. Operational Impact 6. Supply and install 4 RIM II boxes. 7. Supply and install 2 Genwatch 3 Commander Host Terminals. 8. Supply and install all required cabling between RIMs, Genwatch computers, and RF The operational impact to City users will modems. be kept to a minimum. All hardware g. Supply and install antenna network grounding. installs and configuration will be completed first. The cutover will consist of moving cables from the SIMS equipment Training to the Genwatch equipment. The impact to the system will only be a matter of seconds while cables are swapped. Formal training has not been included in this proposal. As demonstrated on July Project Responsibilities 25, the Genwatch product is very user friendly and intuitive for anyone familiar with Windows applications. The City of Fort Worth may contact Genesis for training requirements beyond the time City of Fort Worth Motorola personnel will be on-site providing informal training. This proposal 1. Provide permanent mounting includes one day of informal training accommodations for Genwatch Equipment provided by a Motorola Systems Engineer. ® ANWOR[KA Page 27 Motorola Confidential Proprietary August 2,2006 City of Fort Worth Documentation . Receipt of proper format Emergency Alarm information by console from GW3 Motorola will provide documentation • Setup of a System Controller covering any GenWatch software 0 Dialing into a remote system via modem and configuration settings, RF Modem and phone line RIM programming parameters, a system . Logging into a System Controller using the block diagram, and an antenna network user name and password provided in setup diagram. Standard documentation . Manual usage of the Guardian prompt via the includes a complete user and installation EZSaveWin terminal screen manual in PDF format on the software 0 Channels (CHAN) CD, which also includes a 90 minute . Diagnostics (DIAG) training video. A printed copy of the documentation will also be included. Any • Statistics (STAT Append) additional documentation will be the Channel Groups(CHGP) responsibility of the City of Fort Worth. • Subscriber Backup (CSAVE)* • Subscriber List Backup (ASAC or SUBS)* Timeline The project implementation timeline will *will demonstrate partial due to link speed be determined jointly by City of Fort Worth limit. and Motorola. System Acceptance Testing Acceptance testing will consist of executing basic functions, observing data transfer to the CAD system, and SMT access. These are the same tests performed on July 25. This will require City personnel stationed at console and CAD terminals as before. A detailed Acceptance Test Plan (ATP) document will be developed and presented to the City for review. All system acceptance must be in writing and in the form and manner provided in Exhibit "D" attached hereto. The following tests will be performed: Forwarding of PTT events from GW3 • Forwarding of Status events from GW3 • Forwarding of events when no alias is defined Filtering of events by type (PTT) A/OTOATOL.A Page 28 Motorola Confidential Proprietary August Z2006 C ■ � a � e : 2 � o 2 C) t D �=4 CL 7 � � CL � » 0 » (D � . W a § ] a ■ M : � C, $ \ U � � NINO . � � co � a § � © � W � i � � 2 2 � V A � LL. u . ® - I ■ � � ■ 2 E cc ■ E CL2 a ■ ch � � � O � C § a j § � O E3 LL © o _ 22� N « o � 0 6. >"I 20 CL § U _ Am] ©m@m#M City of Fort Worth Appendix 1 — Genwatch 3 Commander Host Features Includes the Core NM (Network Management) Software and the following Enhancements: ■ CALL ALERT-Allows the user to selectively address a properly equipped subscriber radio to honk their horn, etc. This sends a Call Alert from GW3 to an individual radio. ■ DATABASE SNAPSHOT- Database Snapshot Allows a user to retrieve information from the GenWatch3 database on the recent state of a particular radio. ■ DATA ARCHIVER-This parses and stores all decoded Control Channel data from all connected systems. ■ ENHANCED REPORTS-These reports are a combination of Excel Reports and GW3 reports. Customers can use the reports as templates to create their own reports. ■ DYNAMIC REGROUPING -Allows a user to dynamically assign a radio or radios to a different talkgroup. ■ STORM PLANS - Provides the capability to execute pre-defined sets of regrouping commands with a few keystrokes. ■ SELECTIVE INHIBIT-Allows the user to selectively disable/re-enable a subscriber radio. ■ MULTI USER- Provides software that allows the connection and use of up to 24 Client user terminals. ■ SMT ACCESS - Included is EzSaveWindows. EZSW is a stand alone software for communicating with the SMT and it can be launched from within GW3 or directly from Windows. EzSaveWin only operates with SmartNet type Central Controllers that have an SMT(System Manager Terminal) port. EzSW can do ASCII and HEX backup and restore for both the SAC and AUTH sides of the Central Controller; DIAG logging and English interpretation; Timed, scheduled backups; GRD> command prompt access; Windows based screens to insulate users from the GRD> prompt; extensive log files showing activities done on the Central Controller; much more. Price allows access up to 6 total SmartNet Central Controllers. ■ LICENSE OPERATOR-Allows a dispatcher to modify original talkgroup assignments. Without this option, only the manager can reassign talkgroup assignments. ■ STATUS MESSAGE-This is an enhanced Status & Message allowing ACK back to the sender. ■ CAD INTERFACE- Provides the asynchronous protocol, bi-directional data flow that feeds a customer-supplied CAD system. • ENHANCED EMERGENCY ALARM - Provides an expanded window for simultaneous display of up to five emergency alarms and related comment fields. • EXTERNAL ALARM-connects up to eight external alarm devices to announce various alarms on the GW3 desktop. Page 31 Motorola Confidential Proprietary August 2,2006 City of Fort Worth Appendix 2 — Host Computer Specifications • XW4300 Workstation—from Hewlett Packard® (HP) • 17-inch L1706 Flat Panel Monitor(Genesis reserves the right to substitute with a better monitor) • Microsoft@ Windows®XP Professional 32-bit(Service Pack 2) • HP xw4300 US Localization kit • Intel®Pentium®D 840 3.2GHz/1 MB cache, 800FSB, dual-core • nVidia Quadro NVS 285 128M PCI-E (while we are certifying the use of only one monitor, this card will handle two monitors). • 1 GB (2x512) DDR2-667 ECC • HP 80GB SATA 3Gb/s NCQ 7200rpm (1st) • HP 48X CD-ROM (1st) • HP 16X DVD+/-RW, DL, LightScribe-2nd • No Floppy Disk option • HP PS/2 Standard keyboard • HP PS/2 Scroll mouse • Microsoft@ Office 2003 Basic(Win XP 32-bit O/S only) • 3/3/3 (parts/labor/next business day on-site) limited warranty • HP Silver Flat Panel Speaker Bar • 1 Serial Port Standard, #2 is Optional but MUST be added • 6 USB Ports • Integrated Sound Card • Integrated NIC • Microsoft SQL Server®2005 Workgroup Edition • USRobotics Performance Pro 56K Modem—(Can be purchased from HP) • pcAnywhere®v11 • External Alarm Hardware (OnTrak ADU208) • RocketPort@ Interface RS232— 16 Ports 94100-2(Port breakout) • RocketPort@ Universal PCI 16-Port 99125-0 (PCI card) • Motorola reserves the right to substitute better equipment ® MOTOROLA Page 32 Motorola Confidential Proprietary August 2,2006 City of Fort Worth Appendix 3 — Genwatch CADI Information The CAD[ port allows CAD software created by several different companies to have a common interface, in order to control radios on a SmartNet system from within their software. All of the commands issued by CAD software are done via the GenWatch3 Commander. They are checked, managed and logged before they are sent to be sure that correct commands are metered and sent to the network. In the other direction, the GenWatch3 Commander CADI send responses and other information back to the CAD system. Almost every command that can be done from the GenWatch3 Commander GUI interfaces can also be done from a CAD system connected to the GW3 CADI port. A CAD system, connected to a CADI port, can be considered as a remote dispatcher. The GenWatch3 CADI port is shipped as part of each DSGW3HKUN4040 (Host bundle) package. To allow as close to 'plug and play' as possible, we have matched the SIMSII CADI information and protocol. We have licensed our CADI in the GW3-HO1-B to be able to connect and service up to four (4) concurrent CAD systems. Each CAD connection can be filtered to receive a customized set of data and perform a customizable set of commands (based on their role as a user). The encoding of the information to and from the CADI must be via RS232 (to conform with the SIMSII CADI specification) and it can be either in ASCII or EBCDIC format. You can also elect to have GW3 to acknowledge commands that are sent in from a radio or you can elect to have your CAD be the point of acknowledgement. Additional GW3 CADI Information • The connection point for the GW3 CADI is via the 16 port RocketPort breakout box. All ports on this box are DB25F (25 pin female). • The cable length from the GW3 Host PC and the RocketPort breakout box is three (3)feet. The box can be mounted with velcro tape or'L' mounting ears to any convenient flat surface. • In specialty needs situations, Genesis can provide assistance with rackmount RS232 RJ45 interfaces and other options. These are available from Genesis or directly from Comtrol Corporation, the maker of the RocketPort. The 4 CADI ports available will be clearly labeled on the breakout box. • Use good RS232 techniques regarding maximum cable lengths, shielding, etc. This can make the difference in a successful and problematic installation. • The CADI filtering and connection setup is done within the GenWatch3 Halcyon module. Page 33 Motorola Confidential Proprietary August 2,2006 City of Fort Worth Genwatch CADI Commands Bi-directional commands to and from CAD systems via the CADI port Call Alert Send Used to alert a specific radio Emergency Alarm Acknowledge Tells GW3 that it has received the information about a radio that has pressed his Emergency button Silence Emergency Alarm Allows the CAD system to silence any audible or visual indication of an Emergency Alarm Dynamic Regrouping Radios / Cancel Allows radios from various Talkgroups to Regroup be joined together or reassigned to different Talkgroups over the air Lock Selector Part of Dynamic Regroup Unlock Selector Part of Dynamic Regroup Failsoft Channel Assignment / Cancel Part of Dynamic Regroup Failsoft Assignment Change Me Part of Dynamic Regroup. This allows the CAD to act on Change Me requests from _ radios. NOTE: This function is NOT implemented in SIMSII CADI, but it IS implemented in GW3 CADI ' Run Storm Plan/Cancel Storm Plan Allows the CAD system to call up a predefined Storm Plan that is in GW3 and run that Storm Plan Get Radio Affiliation Sends a 'ping' to a certain radio to determine the Talkgroup that it is currently affiliated with. Inhibit Radio Makes a radio inoperable. w Cancel Inhibit Radio Brings the radio back to life Update Radio Allows the CAD to update the Radio's CADI alias with a new Alias. NOTE: While GW3 Y allows radio aliases up to 200 characters, MO?� pLA Page 34 Motorola Confidential Proprietary August 2,2006 City of Fort Worth the SIMSII CADI specification only allows 8 character radio aliases. CADI Output Messages to a CAD System Radio Alias & ID Self Explanatory Talkgroup/Announcement Group This is the ID Clear or Coded Self Explanatory Call Alert, Failsoft, Selector Enable, Notifies the CAD of the results of a Selector Disable, Regroup, Radio command Affiliation, Change Me, and Storm Plan Responses Cancel: Call Alert, Failsoft, Selector Notifies the CAD of the results of a Cancel Enable, Selector Disable, Regroup, Radio command Affiliation, Change Me, and Storm Plan Responses Emergency Alarm Notifications Self Explanatory Push-to-talk(PTT) Notification Sends to the CAD information about the radio CADI alias, call type, time, Talkgroup CADI alias, if it is a patch call, clear or coded, Message&Status Notification Sends notification to the CAD that a radio has pressed a particular Status or Message button. There are miscellaneous other 'house keeping' commands and messages that come across the CADI port. Filtering & Errors All filtering and error messages that existed in the SIMSII CADI are preserved in the GW3 CADI. /h Page 35 Motorola Confidential Proprietary �T August 2,2006 City of Fort Worth EXHIBIT D Acceptance Certificate System Acceptance Certificate Customer Name: Project Name: This System Acceptance Certificate memorializes the occurrence of System Acceptance. Motorola and Customer acknowledge that: 1. The Acceptance Tests set forth in the Acceptance Test Plan have been successfully completed. 2. The System is accepted. Customer Representative: Motorola Representative: Signature: Signature: Print Name: Print Name: Title: Title: Date: Date: ® MOTOFJ�A Page 36 Motorola Confidential Proprietary August 2,2006 Page 1 of 2 City of Fort Worth, Texas Mayor and Council Communication COUNCIL ACTION: Approved on 9/26/2006 DATE: Tuesday, September 26, 2006 LOG NAME: 13P06-0248 REFERENCE NO.: **P-10460 SUBJECT: Authorize a Contract with the Sole Source Vendor Motorola, Inc., for the Purchase, Delivery, Installation and Warranty of the Network Management Product, Motorola GenWatch3 Commander for the IT Solutions Department RECOMMENDATION: It is recommended that the City Council authorize the City Manager to execute a contract with the sole source vendor Motorola, Inc., for the purchase, delivery, installation and warranty of the network management product Motorola GenWatch3 Commander for the IT Solutions Department at a cost not to exceed $164,240.00. DISCUSSION: The current Motorola SmartNet Information Management System (SIMS) is a key component in the operation of the City's Public Safety and Local Government Trunked Radio Systems. This system provides data backups, system control and configurations, as well as the critical function of linking an emergency button activation from a portable radio in the field to a database in the Computer-Aided Dispatch (CAD) System, notifying the dispatcher that a public safety officer has declared an emergency situation. The Motorola SIMS is past end-of-life, is no longer supported, and needs to be replaced. The SIMS units are based on technology hardware that is 14 years old. Generally, parts are scarce or not available. When a SIMS unit has problems, it can be down for hours, days, or even weeks while the problem is researched and repair parts are located. During that time, the SIMS is unable to pass the emergency button activations to CAD. If needed, and appropriate, the Local Government SIMS is reassigned to the Public Safety Trunked Radio System to help ensure officer safety. The updated replacement for the SIMS product is Motorola's GenWatch3 Commander management product. The GenWatch3 Commander product will replace the SIMS as the Trunked System Manager for each of the City's two Trunked Radio Systems. Motorola is the documented sole source provider of the GenWatch3 Commander for the Motorola SIMS application. Motorola's replacement application is designed for use on 3600 SmartNet Trunking systems which provides Radio Control Management functionality along with Computer-Aided Dispatch, and is the only replacement application that provides these features. GenWatch3 Commander will provide redundant capability essential to continuous operation, and increase the reliability of the critical functions, as well as offer new tools and enhanced system reporting. M/WBE — A waiver of the goal for subcontracting requirements was requested by the Purchasing Division and approved by the M/WBE Office because the purchase of goods or services is from sources where subcontracting or supplier opportunities are negligible. http://www.cfwnet.org/council_packet/Reports/mc_print.asp 12/4/2006 Page 2 of 2 FISCAL INFORMATION/CERTIFICATION: The Finance Director certifies that funds are available in the current operating budget, as appropriated, of the Information Systems Fund. BQN\06-0248\LGS TO Fund/Account/Centers FROM Fund/Account/Centers P168 541390 0046020 $164,240.00 Submitted for City Manager's Office by: Karen Montgomery (6222) Originating Department Head: Richard Zavala (Acting) (6101) Jack Dale (8384) Additional Information Contact: Pete Anderson (8781) http://www.cfwnet.org/council_packet/Reports/mc_print.asp 12/4/2006